Board Basics: What a Nonprofit Board Should Know About Meeting in Executive Session

Every Board needs to handle confidential matters, such as evaluating the performance of senior executives, setting employee compensation and dealing with personnel complaints and other sensitive issues. To deal with these matters, most Boards meet in executive session in which only board members and their advisors or select employees attend. But what are the rules for holding executive sessions? Who calls them? What can be discussed and voted on? Does the Board keep minutes of those sessions?